DB ebrief 12/12/16


Volume 12, Number 22 • December 2016

Featured Article

Why More Women Are Not Landing On Boards

The reasons — or perhaps excuses — are not new: not a priority . . . fear of change . . . unconscious bias.

In conversations with male and female board chairs, CEOs, and nominating committee members at Fortune 1000 companies, those were just some of the reasons heard for why women hold few board seats and why the rate of progress remains sluggish. The feedback came from approximately 60 meetings between business leaders at the non-partisan Committee for Economic Development (CED) and their networks of boardroom decision makers.
None of these reasons (or perhaps the more accurate term would be “excuses”) is new. But, as frustrating as these findings are after years of collective efforts to “move the needle,” we see opportunity. Removing or lessening these purported setbacks lies within the reach of companies and their boards, but if and only if they internalize the feedback and course-correct.

Directors & Boards Director Education Webinar Series

After the Election: Executive Comp, Audit, Risk and Governance Issues
December 1, 2016

Navigating Successful Mergers & Acquisitions: What Directors Need to Know
November 16, 2016

The Board’s Role in Defining, Communicating, and Sustaining Corporate Culture
September 14, 2016


From Jim Kristie

CEO: ‘Jump’ . . . Board: ‘How high?’


The way it was 40 years ago is not the way it is today. 

The 40th anniversary issue of Directors & Boards has just been published. We have packed it with a bevy of special features. You will learn a lot about the “the way it was” and the way board governance may be heading.
The way it was is perfectly captured in the title of this editor’s note. It comes from an observation that Boris Yavitz made at one of our roundtable discussions 15 years ago. Yavitz had a distinguished career in academia, as dean of the Columbia Business School, and in the boardroom, as a board consultant and a director of such companies as J.C. Penney, Barnes Group, and Crane Co. Here is his full quote:
“What I saw in the very early years of my service, which goes back to about 1975, is that most boards were not much more than rubber stamps. The CEO said ‘Jump’ and directors were allowed just one question: ‘How high?’ It wasn't a matter of not arguing with the boss — you typically didn't even question him.”

The Future Board

Past is Prelude in the Boardroom


The last 40 years have seen sweeping developments. What does the historical record foreshadow?

If you’re a director, you can be excused for seeing the last 40 years of board history as a relentless chronology of regulatory growth. A key result has been more work and more personal risk — along with more worry about how outsiders view every move.
But what if we take a contrary view? What if we look at the historical glass as half-full instead of half-empty? The changes that have swept over the board then appear, ironically, to have also swept it forward. Directors have put shareholders at the center; introduced more structure and process; injected extra rigor into every task; and embraced shareholder and stakeholder dialogue. 


Webinar:How Will a Trump Presidency Impact Shareholder Activism?
DECEMBER 13, 2106

In a one-hour webinar to be held on Tuesday, Dec. 13, Morgan Lewis partner and Shareholder Activism Defense Practice Leader Keith Gottfried will moderate a panel that combines experts from the political and shareholder activism arenas to discuss how a Trump administration and its policies could affect the climate for shareholder activism, the types of campaigns that activists look to pursue, and the companies and industries that are likely targets.  To register.
The Top-Five Risk Blind Spots for Directors in 2017
DECEMBER 14, 2016

Join the National Association of Corporate Directors (NACD) and BDO USA, LLP for a complimentary, director-focused forum. We will discuss today’s regulatory landscape and the role of the public board—particularly the role of the board’s audit committee—in helping drive audit quality and responsive financial reporting. Our discussion leaders will include current and former regulators and experienced board members.  Learn More..


Board Resignations by Trump Nominees

Steven T. Mnuchin has  resigned from the board of CIT Group Inc. President-elect Donald J. Trump has announced his intention to nominate Mnuchin as the next Secretary of the Treasury. He has also resigned from the board of Sears Holdings Corp.

Also announcing her board resignations upon confirmation as U.S. Secretary of Transportation in the Trump administration is Elaine Chao.  Affected boards include Ingersoll-Rand PLC, News Corp., and Wells Fargo & Co.

Foley’s National Directors Institute Selects 2016 Board of the Year Winners
Foley & Lardner LLP announced the recipients of its 2016 National Directors Institute (NDI) Board of the Year awards. Now in its fourth year, the awards program recognized the following boards of directors at Foley’s 15th annual NDI Executive Exchange corporate governance conference that was held on November 9 and 10 in Chicago:
• Public Company Board of the Year – Large Cap: Sysco Corp.
• Public Company Board of the Year – Small Cap: Quad/Graphics Inc.
• Private Company Board of the Year: Paper Machinery Corp.
• Private Company Board of the Year – Not for Profit: Alliant Credit Union
NDI is a preeminent symposium focused on boardroom governance. For the past 15 years, NDI has served as a platform for business leaders to discuss best practices and new trends in boardroom corporate governance.
Bain Certified Net Promoter Score by J.D. Power To Independently Validate NPS Measurements
J.D. Power, a leading global provider of customer satisfaction research,  has signed an agreement with Bain & Company, a global management consulting firm, to become the officially recognized authority for benchmarking the Net Promoter®Score (NPS) in a series of industry studies in North America.
Bain Certified Net Promoter by J.D. Power will deliver independent measures of NPS benchmarks and advisory services via J.D. Power retail banking industry benchmark studies in 2016 and 2017. Additional studies under consideration will focus on financial services, insurance, utilities, telecommunications and travel.
New CEO for Global Governance Software
Jeffry Powell, formerly a senior leader of Diligent, has recently joined Global Governance Advisors to become CEO of the company’s technology division, Global Governance Software (GGS). GGS just launched its Stakeholder Capital Management Platform Technology (SCMP). In general terms, Powell explains that GGS “has reimagined how organizations can gain greater access to data and manage shareholder relations, while reducing operational costs, information governance and security risk. With the launch of our Stakeholder Capital Management Platform, we have made corporate governance simple through technology.” 
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Publisher: Robert H. Rock
Editor: James Kristie
Publishing Director: David Shaw
Advertising Director: Scott Chase
Conference and Education Director:  Peter Begalla
Associate Editor: Rob Chakler
Subscriptions: Barbara Wenger
Reprints/List Rentals: Jerri Smith
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